Notes to Accounts of GPT Infraprojects Ltd.

Mar 31, 2017

Notes:

1 Term loans in Indian Rupees from Bank was secured by equitable mortgage of commercial property owned by GPT Estate Private Limited. The loan was repayable in 33 monthly equal installments of Rs, 60.61 lacs each starting after 3 months from the date of disbursement in June 2014. The loan has been repaid during the year.

2 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of two Directors. The outstanding loan amount is repayable in monthly installments and the amount repayable within one year being Rs, 171.92 lacs, between 1 - 2 years Rs, 178.77 lacs, 2 - 3 years Rs, 37.54 lacs, 3 - 4 years Rs, 24.11 lacs, 4 - 5 years Rs, 22.03 lacs . The loan carries interest @ 9.10% - 13.15% p.a.

3 Unsecured loan in Indian rupee from a related party carry interest @ 14.00% p.a. and is repayable after one year.

Notes:

4 Cash credit and short term loans for working capital are secured by (a) First hypothecation charge on current assets of the Company (excluding current assets financed out of term loan for any specific projects) on pari pasu basis under consortium banking arrangement. (b) First hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders (including four promoter directors) of the Company, (d) Pledge of 5,545,628 nos of shares held by promoters and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan rank pari passu inter se.

6 Short term loans for working capital carries interest @ 9.25% to 12.00% p.a. and are repayable till September 2017.

7 Buyers Credit in Indian Rupees is secured against comfort letter of a vendor with recourse backed by bank guarantee issued by the Company in favour of that vendor. The Bank Guarantee is secured by the same securities as are available to bank with respect to cash credit / working capital facilities. The said buyers credit facility carries interest @ 9.95% to 10.00% p.a. and is repayable till July 2017.

* As per information available with the Company, there are no Micro and Small suppliers covered as per the Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision/payment have been made by the Company to such creditors, if any, and no disclosure thereof is made in these financial statements.

8. INVESTMENTS (contd...)

(a) Nil (31st March 2016 : 2,295,000) Shares Pledged with State Bank of India as security for loan sanctioned in earlier year (but not disbursed as on the balance sheet date) by them to the Subsidiary Company. [also refer note no 27(B)].

(b) The non cumulative redeemable preference shares are redeemable after the expiry of 13 years from the date of issue / allotment or earlier subject to the approval / consent of the board, preference shareholders and lenders of the Investee Subsidiary Company [also refer note no 27(B)].

(c) The Joint Ventures are in the form of AOP and unincorporated entities. Hence, number of shares and face value are not applicable.

(d) The above Investments in Companies are for their general business purpose.

The Company is contesting the demands and based on opinion of tax advisors, the management believes that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company''s financial position and results of operations.

(B) In an earlier year, the Company had formed a special purpose vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had entered into a concession agreement with the customer and had awarded an EPC contract to the Company. In an earlier year, the subsidiary had terminated the concession agreement with the customer and had gone into arbitration mainly due to required land not being made available by the customer, resulting in termination of the EPC contract awarded to the Company. The Company is carrying net assets of Rs, 1,971.95 lacs (31st March 2016 : Rs, 1,922.06 lacs) including investments of Rs, 597.00 lacs (31st March 2016 : Rs, 597.00 lacs) as on the Balance Sheet date pertaining to the above project. Since the matter has been referred to arbitration, the recoverability of the aforesaid net assets of the Company is subject to outcome of the said arbitration. The Management believes that the outcome of the arbitration shall result in recovery of the said cost on the facts of the case and as per the terms and conditions of the said concession agreement and accordingly no provision is considered necessary in the financial statements.

(C) During earlier years, the Company had significantly completed execution of certain construction contracts under the terms of agreements with some government departments. Unbilled revenue, accrued price escalations and trade receivables

aggregating Rs, 3,895.08 lacs (31st March 2016 : Rs, 3,530.33 lacs), included in other current assets and current trade receivables, are yet to be received by the Company in respect of such contracts due to paucity of funds available with those customers. Based on regular follow ups with those customers, management is confident that the aforesaid amount is fully recoverable.

(D) The company had invested in a joint venture operation for execution of a contract. In view of the disputes with the customer regarding underlying unbilled revenue, trade and other receivables, the joint venture has initiated arbitration proceedings. The management believes that the outcome of arbitration will be in favour of joint venture, and the Company''s investment aggregating Rs, 687.13 lacs is fully recoverable.

(E) The company had invested in a joint venture operation for execution of a contract. In view of the disputes with the customer regarding underlying unbilled revenue and trade receivables, the joint venture has filed a claim to the customer and intends to refer the matter to arbitration, in case aforesaid claim is not accepted by the customer. The management, thereby, believes that the Company''s investment aggregating Rs, 1,117.71 lacs is fully recoverable.

9. (a) The Company had introduced an Employee Stock Option Plan (ESOP) "GPT Employee Stock Option Plan-2009" (ESOP scheme) in the year 2009 - 10. On the basis of such scheme, 2,00,000 equity shares of the Company were allotted to an Employees'' Welfare Trust namely GPT Employees'' Welfare Trust ("the trust") on 2nd January 2010. In an earlier year, the Nomination and Remuneration Committee approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the 2,00,000 shares. None of the grantees / eligible employees accepted the grant within the prescribed acceptance period. Under the circumstances, the Board, as recommended by the Nomination and Remuneration Committee dissolved the said ESOP Scheme during that financial year.

(b) Further, the Company had given Rs, 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust. The Trust has refunded Rs, 184.70 lacs (31st March 2016 : Rs, 2.00 lacs) to the Company during the year which has been considered as an adjustment to securities premium account amounting Rs, 164.70 lacs and balance Rs, 20.00 lacs against equity share capital. The Trust had sold the shares held by it in the secondary market through stock exchange and the sale proceeds so generated was partly utilized for the repayment of the outstanding loan granted by the Company to the Trust and the balance fund will be utilized for the general employee''s benefit as stated in the GPT Employees Welfare Trust Deed.

10. SEGMENT INFORMATION

Business segment The business segments have been identified on the basis of the activities undertaken by the

Company. Accordingly, the Company has identified the following reportable segments:

Concrete Sleepers Consists of manufacturing concrete sleepers,

Infrastructure Consists of execution of construction contracts and other infrastructure activities,

Others Consists of miscellaneous business comprising less than 10% revenue on individual basis.

Geographical segment The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into Domestic and Overseas operations.

11. In compliance with Accounting Standard - 18, the disclosures regarding related parties are as follows:

i. Necessary disclosure as required under Section 186(4) of the Companies Act, 2013 in respect of Investments are given in note no 12.

ii. All the Loan / Guarantees given to the Companies are for their general business purpose.

12. Previous year''s figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to conform to current year''s classification.

Mar 31, 2016

(d) Terms / rights attached to equity shares

i. The company has only one class of equity shares having par value of H 10/- each. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The Company has paid interim dividends for the financial year aggregating to H 2.00 per equity share, which is considered as final dividend (31st March 2015 : H Nil per equity share).

iii. In the event of winding-up of the Company, the equity shareholders shall be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note:

1 Term Loans in foreign currency (external commercial borrowing) from bank was secured by first charge of equipments purchased against such loans and personal guarantees of four directors of the Company. The loan has been repaid during the year.

2 Term Loans in Indian Rupees from Bank is secured by equitable mortgage of commercial property owned by GPT Estate Private Limited. The loan is repayable in 33 monthly equal installments of H 60.61 lacs each starting after 3 months from the date of disbursement in June 2014 and carries interest @11.70% - 12.25%.

3 Term loan in Indian Rupees from Others was secured by exclusive charge by way of hypothecation of the following pertaining to Ahmedpur project of the Company (a) current assets both present and future (b) entire fixed assets both present and future (c) Trust and Retention account (d) Project development documents rights, title, interest, benefits, claims and demand (e) Personal guarantee of one director (f) Demand promissory note. The loan carried interest @14.25% p.a. and has been repaid during the year.

4 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of two Directors. The outstanding loan amount is repayable in monthly installments and the amount repayable within one year being H 135.77 lacs, between 1 - 2 years H 48.74 lacs, 2 - 3 years H 43.04 lacs. The loan carries interest @12.28% - 14.00% p.a.

5 As on 31st March 2015, there was a continuing default aggregating H 111.78 lacs in respect of repayment of principal and interest of term loans and deferred payment credits, which have been repaid during the year.

* The classification of provision for gratuity in current / non current has been done by the actuary based upon the estimated amount of cash outflow during the next 12 months from the balance sheet date. Provision for leave has been classified as current as the company does not have an unconditional right to defer its settlement for 12 months after the reporting date.

Note:

6. Cash credit and short term loans for working capital are secured by (a) First hypothecation charge on current assets of the Company (excluding current assets financed out of term loan for any specific projects) on pari pasu basis under consortium banking arrangement. (b) First hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders (including four promoter directors) of the Company, (d) Pledge of 5,545,628 nos of shares held by promoters and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan rank pari passu inter se.

8. Short term loans for working capital carries interest @ 8.75% to 12.00% p.a. and are repayable till September 2016.

9. Buyers Credit in Indian Rupees is secured against comfort letter of a vendor with recourse backed by bank guarantee issued by the Company in favour of that vendor. The said buyers credit facility carries interest @ 10.00% to 10.80% p.a. and is repayable till July 2016.

* As per information available with the Company, there are no Micro and Small suppliers covered as per the Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision / payment have been made by the Company to such creditors, if any, and no disclosure thereof is made in these financial statements.

10. Investment; (Contd.)

(a) 2,295,000 (31st March 2015 : 2,295,000) Shares Pledged with State Bank of India as security for loan sanctioned in earlier year (but not disbursed as on the balance sheet date) by them to the Subsidiary Company. [also refer note no 27(B)].

(b) The non cumulative redeemable preference shares are redeemable after the expiry of 13 years from the date of issue / allotment or earlier subject to the approval / consent of the board, preference shareholders and lenders of the Investee Subsidiary Company [also refer note no 27(B)].

(c) The Joint Ventures are in the form of AOP and unincorporated entities. Hence, number of shares and face value are not applicable.

(d) The above Investments in Companies are for their general business purpose.

(B) In an earlier year, the Company had formed a special purpose vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had entered into a concession agreement with the customer and had awarded an EPC contract to the Company. In an earlier year, the subsidiary had terminated the concession agreement with the customer and had gone into arbitration mainly due to required land not being made available by the customer, resulting in termination of the EPC contract awarded to the Company. The Company is carrying net assets of H 1,922.06 lacs (31st March 2015 : H 1,866.83 lacs) including investments of H 597.00 lacs (31st March 2015 : H 597.00 lacs) as on the Balance Sheet date pertaining to the above project. Since the matter has been referred to arbitration, the recoverability of the aforesaid net assets of the Company is subject to outcome of the said arbitration. The Management believes that the outcome of the arbitration shall result in recovery of the said cost on the facts of the case and as per the terms and conditions of the said concession agreement and accordingly no provision is considered necessary in the financial statements.

(C) During earlier years, the Company had significantly completed execution of certain construction contracts under the terms of agreements with some government departments. Unbilled revenue, accrued price escalations and trade receivables aggregating H 3,530.33 lacs (31st March 2015 : H 3,645.91 lacs), included in other current assets and current trade receivables, are yet to be received by the Company in respect of such contracts due to paucity of funds available with those customers. Based on regular follow ups with those customers, management is confident that the aforesaid amount is fully recoverable.

11.(a) The Company had introduced an Employee Stock Option Plan (ESOP) in the name and style of GPT Employee Stock Option Plan-2009 (ESOP scheme) in the year 2009 - 10. On the basis of such scheme, 200,000 equity shares of the Company were allotted to an Employees'' Welfare Trust namely GPT Employees'' Welfare Trust ("the trustâ) on 2nd January 2010. In the previous year, the Nomination and Remuneration Committee approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the 200,000 shares. None of the grantees / eligible employees accepted the grant within the prescribed acceptance period. Under the circumstances, the Board, as recommended by the Nomination and Remuneration Committee dissolved the said ESOP Scheme.

(b) Further, the Company had given H 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust. The Trust has refunded H2.00 lacs (31st March 2015 : H2.00 lacs) to the Company during the year which has been considered as an adjustment to securities premium account. The Trust can sell the shares held by it in the secondary market through stock exchange and the sale proceeds so generated can be utilised for the repayment of the outstanding loan granted by the Company to the Trust and the balance fund can be utilised for the general employee''s benefit as stated in the GPT Employees Welfare Trust Deed. As per Guidance Note on Accounting for Employee Share based Payments issued by the Institute of Chartered Accountants of India, the above loan has been adjusted to the extent of H 20.00 lacs (31st March 2015 : H 20.00 lacs) in equity share capital and balance H 164.70 lacs (31st March 2015 : H 166.70 lacs) in the securities premium account.

12. Segment information

Business segment The business segments have been identified on the basis of the

activities undertaken by the Company. Accordingly, the Company has identified the following segments:

Pursuant to the clarification issued by the Ministry of Corporate Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para 46A of the notification number G.S.R.914 (E) dated 29th December, 2011 on Accounting Standard 11 relating to "The Effects of Changes in Foreign Exchange Ratesâ, the Company has w.e.f. 1st April 2012 added exchange difference of H 25.91 lacs (including reversal of H 2.88 lacs due to exchange gain during the year) to the cost of fixed assets.

The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancellable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating leases aggregate to H 221.31 lacs (31st March 2015 : H 199.03 lacs)

The Management has relied on the overall actuarial valuation conducted by the actuary.

The Company expects to contribute H 61.64 lacs (31st March 2015 : H 63.55 lacs) in the year 2016 - 17.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

Note: The estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Notes:

i. Necessary disclosure as required under section 186(4) of the Companies Act, 2013 in respect of Investments are given in note no 12.

ii. All the Loan / Guarantees given to the Companies are for their general business purpose.

13. Previous year''s figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to conform to current year''s classification.

Mar 31, 2015

1. Corporate information

GPT Infraprojects Limited (the Company) is a listed public company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is primarily engaged in Construction
Activities for Infrastructure projects. Besides, the Company is also
engaged in Concrete Sleeper Manufacturing business.

2. SHARE CAPITAL

(a) Terms/ rights attached to equity shares

i. The Company has only one class of equity shares having par value of
Rs. 10/- each. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the general meeting.

ii. The amount of per share dividend recognised as distribution to
equity shareholders is Rs. Nil (31st March 2014 : Rs. 1.00) for the
year.

iii. In the event of winding-up of the Company, the equity shareholders
shall be entitled to receive remaining assets of the Company after
distribution of all preferential amount. The distribution will be in
proportion to the number of equity shares held by the shareholders.

3. (A) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:
(Rs. in lacs)

(a) Demand on account of Modvat Credit
disallowed for subsequent endorsement of 92.16 92.16
third party invoice in favour of the Company.
The Company has filed an appeal before the
Appellate Authority against such demand
which is pending hearing.

(b) Others 12.01 9.31

(iv) Disputed VAT / CST demand under appeal : 1,052.10 875.06

Demand on account of disallowances of export
sales, labour and supervision charges, Works
Contract Tax, etc. from taxable contractual
transfer price and disallowance of Input VAT
on purchases, Entry Tax etc. The Company has
filed an appeal before the Appellate Authority
against such demand which is pending hearing.

(v) Claims against the Company not acknowledged
as debts

- Interest on late payment / overdue installment 24.39 -
of a term loan

(B) In an earlier year, the Company had formed a special purpose
vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited)
for execution of a BOT contract awarded by a customer. The subsidiary
had entered into a concession agreement with the customer and had
awarded an EPC contract to the Company. During the previous year, the
subsidiary had terminated the concession agreement with the customer
and had gone into arbitration mainly due to required land not being
made available by the customer, resulting in termination of the EPC
contract awarded to the Company. The Company is carrying assets of Rs.
1,866.83 lacs (net of liabilities of Rs. 511.16 lacs), including
construction work in progress of Rs. 1,394.89 lacs and investments of
Rs. 597.00 lacs as on the Balance Sheet date pertaining to the above
project. Since the matter has been referred to arbitration, the
recoverability of the aforesaid net assets of the Company is subject to
outcome of the said arbitration. The Management believes that the
outcome of the arbitration shall result in recovery of the said cost on
the facts of the case and as per the terms and conditions of the said
concession agreement and accordingly no provision is considered
necessary in the financial statements.

(C) During earlier years, the Company had significantly completed
execution of certain construction and supply contracts under the terms
of agreements with some government departments. Unbilled revenue,
accrued price escalations and trade receivables aggregating Rs.
3,645.91 lacs, included in other current assets and trade receivables,
are yet to be received by the Company in respect of such contracts due
to paucity of funds available with those customers. Based on regular
follow ups with those customers, management is confident that the
aforesaid amount is fully recoverable.

4. (a) The Company had introduced an Employee Stock Option Plan (ESOP)
in the name and style of GPT Employee Stock Option Plan-2009 (ESOP
scheme) in the year 2009 - 10. On the basis of such scheme, 2,00,000
equity shares of the Company were allotted to an Employees' Welfare
Trust namely GPT Employees' Welfare Trust ("the trust") on 2nd January
2010. During the year, the Nomination and Remuneration Committee in its
meeting held on 29th May 2014 approved the proposal for grant of
options under the aforesaid scheme to the eligible employees of the
Company for the said 2,00,000 shares. None of the grantees / eligible
employees accepted the grant within the prescribed acceptance period.
Under the circumstances, the Board, as recommended by the Nomination
and Remuneration Committee, in their meeting held on 12th February,
2015 dissolved the said ESOP Scheme.

(b) Further, the Company had given Rs. 200.00 lacs during 2009 - 10 by
way of interest free loan to M/s. GPT Employees Welfare Trust. The
Trust has refunded Rs. 2.00 lacs (31st March 2014 : Rs. 1.80 lacs) to
the Company during the year. The Trust can sell the shares held by it
in the secondary market through stock exchange and the sale proceeds so
generated can be utilised for the repayment of the outstanding loan
granted by the Company to the Trust and the balance fund can be
utilised for the general benefit of the employees as stated in the GPT
Employees Welfare Trust Deed. As per Guidance Note on Accounting for
Employee Share based Payments issued by the Institute of Chartered
Accountants of India, the above loan has been adjusted to the extent of
Rs. 20.00 lacs (31st March 2014 : Rs. 20.00 lacs) in equity share
capital and balance Rs. 166.70 lacs (31st March 2014 : Rs. 168.70
lacs) in the securities premium account.

5. SEGMENT INFORMATION

Business segment

The business segments have been identified on the basis of the
activities undertaken by the Company. Accordingly, the Company has
identified the following segments:

Concrete Sleepers and Allied

Consists of manufacturing of concrete sleepers, supply of plant &
machinery and components for manufacturing of concrete sleepers,

Infrastructure

Consists of execution of construction contracts and other
infrastructure activities,

Others

Consists of miscellaneous business comprising of less than 10% revenue
on individual basis.

Geographical segment

The Company primarily operates in India and therefore the analysis of
geographical segment is demarcated into Domestic and Overseas
operations.

6. In compliance with Accounting Standard - 18, the disclosures
regarding related parties are as follows: A. Name of Related parties:

(a) Managerial remuneration for the previous year aggregating Rs. 49.20
lacs paid / payable to the Managing Director and other whole time
directors was in excess of the limits specified under Section 198 read
with Schedule XIII of the Companies Act, 1956. Out of the aforesaid
amount, Rs. 21.00 lacs has been paid to such directors and recognised
as a charge during the previous financial year. The Company has filed
an application with the Central Government for excess remuneration paid
/ payable during the previous year aggregating Rs. 49.20 lacs as
required under the provisions of section 309 of the Companies Act,
1956. Out of the aforesaid amount, Rs. 30.30 lacs will be paid to the
aforesaid directors and will be recognised as a charge on receipt of
approval from the Central Government.

8. Derivative instruments and unhedged foreign currency exposure as on
the balance sheet date are as under:

Derivative Instruments / Forward Contracts outstanding as at the
balance sheet date are as follows ;-

The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service is entitled to Gratuity on
terms not less favorable than the provisions of The Payment of Gratuity
Act, 1972. The scheme is funded.

The Company also has a long term employee benefit plan towards leave.
Every employee is entitled to cash equivalent of unutilized leave
balance (net of encashment) at the time of retirement / resignation.
The scheme is unfunded.

10. The Company has operating leases for office and other premises
that are renewable on a periodic basis and are cancelable by giving a
notice period ranging from one month to three months. The amount of
rent expenses included in statement of profit and loss towards
operating Leases aggregate to Rs. 199.03 lacs (31st March 2014 : Rs.
170.73 lacs).

11. Pursuant to the clarification issued by the Ministry of Corporate
Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para
46A of the notification number G.S.R.914 (E) dated 29th December, 2011
on Accounting Standard 11 relating to "The Effects of Changes in
Foreign Exchange Rates", the Company has w.e.f. 1st April 2012 added
exchange difference of Rs. 28.79 lacs (including reversal of Rs. 15.68
lacs due to exchange gain during the year) to the cost of fixed assets.

12. All assets and liabilities have been classified as current or
non-current as per the Company's normal operating cycle, which is
determined based on the project period in respect of its construction
business and 12 months in respect of its other businesses and other
criteria set out in schedule III to the Companies Act, 2013.

13. Previous year's figures including those given in brackets have
been regrouped / re-arranged wherever considered necessary to confirm
to current year's classification.

Mar 31, 2014

1. Corporate Information

GPT Infraprojects Limited (the Company) is a listed public company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is primarily engaged in Construction
Activities for Infrastructure projects. Besides, the Company is also
engaged in Concrete Sleeper Manufacturing business.

2. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

Particulars As at As at
31st March 31st March
2014 2013
a) Outstanding bank guarantees and Letters of
Credit [Including Rs.4,630.74 lacs 17,291.00 16,870.81
(31st March 2013 : Rs. 5,618.87 lacs)
given for Joint Ventures and Rs. 368.00 lacs
(31st March 2013 :Rs.368.00) given for a
subsidiary]

endorsement of third party invoice in favour
of the Company. The Company
has filed an appeal before the Appellate
Authority against such demand
which is pending hearing.

(ii) Others 9.31 13.13

d) Disputed VAT / CST demand under appeal :
Demand on account of disallowances of export
sales, labour and supervision 875.06 -
charges, Works Contract Tax, etc. from taxable
contractual transfer price and disallowance of
Input VAT on purchases, Entry Tax etc. The
Company has filed an appeal before the Appellate
Authority against such demand which is pending
hearing.

3 (a) During the year 2009 - 10, the Company had issued and allotted
200,000 equity shares of Rs. 10.00 each at a premium of Rs. 90.00 each
aggregating to Rs. 200.00 lacs to M/s GPT Employees Welfare Trust for
exercising the option under GPT Employees Stock Option Plan - 2009 (the
Scheme). The Scheme to be operative for this purpose is as under:

Scheme

Date of Board Approval 30.11.2009
Date of Shareholder''s approval 24.12.2009
Number of options to be granted 2,00,000
Vesting Period 1 -5 Years
Exercise Period 5 years from vesting period

The Company has not granted any options under the scheme till the
balance sheet date.

(b) Further, the Company had given Rs. 200.00 lacs during 2009 - 10 by
way of interest free loan to M/s. GPT Employees Welfare Trust which
would be recovered from the trust on issue of the aforesaid shares to
the employees in terms of the above Scheme. The trust has refunded Rs.
1.80 lacs (31st March 2013 : Rs. 3.00 lacs) to the Company during the
year. As per Guidance Note on Accounting for Employee Share based
Payments issued by the Institute of Chartered Accountants of India, the
above loan has been adjusted to the extent of Rs. 20.00 lacs (31st March
2013 : Rs. 20.00 lacs) in equity share capital and balance Rs. 168.70 lacs
(31st March 2013 : Rs. 170.50 lacs) in the securities premium account.

4. The Company had disposed off its wind power division / business
during the previous year in January 2013 in terms of resolution passed
by the shareholders through postal ballot process on 28th December 2012
for sale consideration of Rs. 813.36 lacs (net of disposal cost) and had
recognized pre-tax gain of Rs. 390.61 lacs on such disposal. Income tax
expense thereon was Rs. 160.21 lacs.

5. Segment information

Business segment : The business segments have been
identified on thebasis of the activities undertaken by the Company.
Accordingly, the Company has identified the following segments:

Concrete Sleepers and Allied : Consists of manufacturing of concrete
sleepers, supply of plant & machinery and components for
manufacturing of concrete sleepers.

Others : Consists of miscellaneous business
comprising of less than 10% revenue on individual basis (includes
the wind power division which has been disposed off during the previous
year)

Geographical segment : The Company primarily operates in
India and therefore the analysis of geographical segment
is demarcated into Domestic and Overseas operations.

Assets and additions to tangible and intangible fixed assets by
geographical area: The following table shows the carrying amount of
segment assets and addition to segment assets by geographical area in
which the assets are located:

* As the future liability for gratuity and leave encashment is provided
on an actuarial basis for the Company as a whole, the amount pertaining
to the directors is not ascertainable and therefore, not included
above.

(b) Managerial remuneration for the year aggregating Rs. 49.20 lacs paid
/ payable to Managing Director and other whole time directors are in
excess of the limits specified under Section 198 read with Schedule
XIII of the Companies Act, 1956. Out of the aforesaid amount, Rs. 21.00
lacs has been paid to such directors and recognised as charge in these
financial statements. The Company is in the process of filing an
application with the Central Government for excess remuneration paid /
payable during the year aggregating Rs. 49.20 lacs as required under the
provisions of section 309 of the Companies Act, 1956. Out of the
aforesaid amount, Rs. 30.30 lacs will be paid to the aforesaid directors
and recognised as charge on receipt of approval from Central
Government.

(c) During the year, the Company has filed an application with the
Central Government for its approval of managerial remuneration
aggregating Rs. 36.71 lacs paid during the previous year in excess of the
limits prescribed under the provisions of Section 198 of the Companies
Act, 1956. The approval of the Central Government is awaited.

36.Derivative instruments and unhedged foreign currency exposure as on
the balance sheet date are as under:

The Particulars of unhedged foreign currency exposure at the balance
sheet date are as follows:

7.(a) Gratuity and leave benefit plans (AS 15 Revised)

The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service is entitled to Gratuity on
terms not less favorable than the provisions of The Payment of Gratuity
Act, 1972. The scheme is funded.

The Company also has a long term employee benefit plan towards leave.
Every employee is entitled to cash equivalent of unutilized leave
balance at the time of retirement/resignation. The scheme is unfunded.

* The Management has relied on the overall actuarial valuation
conducted by the actuary. However, experience adjustments on plan
liabilities and assets are not readily available and hence not
disclosed.

The Company expects to contribute Rs. 26.30 lacs (31st March 2013 : Rs.
3.51 lacs) in the year 2014 Â 15.

The overall expected rate of return on assets is determined based on
the market prices prevailing on that date, applicable to the period
over which the obligation is to be settled.

(b) Amount incurred as expense for defined contribution plans

Notes:

a. The estimates of future salary increase considered in actuarial
valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

8 The Company has operating leases for office and other premises that
are renewable on a periodic basis and are cancelable by giving a notice
period ranging from one month to three months. The amount of rent
expenses included in statement of profit and loss towards operating
Leases aggregate to Rs. 170.73 lacs (31st March 2013 : Rs. 189.29 lacs).

9. Pursuant to the clarification issued by the Ministry of Corporate
Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para
46A of the notification number G.S.R.914 (E) dated 29th December, 2011
on Accounting Standard 11 relating to "The Effects of Changes in
Foreign Exchange Rates", the Company has w.e.f. 1st April 2012 added
exchange difference of Rs. 44.47 lacs (including Rs. 12.24 lacs incurred
during the year) to the cost of fixed assets.

10. In an earlier year, the Company had formed a special purpose
vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited)
for execution of a BOT contract awarded by a customer. The subsidiary
had entered into a concession agreement with the customer and had
awarded an EPC contract to the Company. During the year, the subsidiary
has terminated the concession agreement with the customer and has gone
into arbitration mainly due to required land not being made available
by the customer, resulting in termination of the EPC contract awarded
to the Company. The Company is carrying assets of Rs. 1,680.60 lacs (net
of liabilities of Rs. 552.71 lacs), including construction work in
progress of Rs. 1,394.89 lacs and investments of Rs. 597.00 lacs as on the
Balance Sheet date pertaining to the above project. Since the matter
has been referred to arbitration, the recoverability of the aforesaid
net assets of the Company is subject to outcome of the said
arbitration. The Management believes that the outcome of the
arbitration shall result in recovery of the said cost on the facts of
the case and as per the terms and conditions of the said concession
agreement and accordingly no provision is considered necessary in the
financial statements.

11. All assets and liabilities have been classified as current or
non-current as per the Company''s normal operating cycle, which is
determined based on the project period in respect of its construction
business and 12 months in respect of its other businesses and other
criteria set out in the revised schedule VI to the Companies Act, 1956.

12. Previous year''s figures including those given in brackets have been
regrouped / re-arranged wherever considered necessary to confirm to
current year''s classification.

Mar 31, 2013

1. Corporate Information

GPT Infraprojects Limited (the Company) is a listed public company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is primarily engaged in Construction
Activities for Infrastructure projects. Besides, the company is also
engaged in Concrete Sleeper Manufacturing business and Wind Power
Generation (Wind Power Generation division disposed off during the
year).

(i) Demand on account of
Modvat Credit disallowed
for subsequent 92.16 92.16
endorsement of third
party invoice in favour
of the Company.

The Company has filed an appeal before the Appellate Authority against
such demand which is pending hearing. (ii) Others 13.13 6.81

3 (a) During the year 2009 - 10, the Company had issued and allotted
200,000 equity shares of Rs. 10.00 each at a premium of Rs. 90.00 each
aggregating to Rs. 200.00 lacs to M/s GPT Employees Welfare Trust for
exercising the option under GPT Employees Stock Option Plan-2009 (the
Scheme). The Scheme to be operative for this purpose is as under:

(b) Further, the Company had given Rs. 200.00 lacs during 2009 - 10 by
way of interest free loan to M/s. GPT Employees Welfare Trust which
would be recovered from the trust on issue of the aforesaid shares to
the employees in terms of the above Scheme. The trust has refunded Rs.
3.00 lacs (Rs. 2.50 lacs) to the Company during the year. As per
Guidance Note on Accounting for Employee Share based Payments issued by
the Institute of Chartered Accountants of India, the above loan has
been adjusted to the extent of Rs. 20.00 lacs (Rs. 20 lacs) in equity
share capital and balance Rs. 170.50 lacs (Rs. 173.50 lacs) in the
securities premium account.

4.The company has disposed off its wind power division / business in
January 2013 in terms of resolution passed by the shareholders through
postal ballot process on 28th December 2012 for sale consideration of
Rs. 813.36 lacs (net of disposal cost) and has recognized pre-tax gain
of Rs. 390.61 lacs on such disposal. Income tax expense thereon is Rs.
160.21 lacs.

36.Derivative instruments and unhedged foreign currency exposure as on
the balance sheet date are as under:

In view of the announcement made by The Institute of Chartered
Accountants of India (ICAI) on ÂAccounting for Derivatives'' the Company
has provided for losses amounting to Rs. Nil (Rs. 2.64 lacs) in respect
of outstanding derivative contracts at the balance sheet date by
marking them to market in line with the principles of prudence.

The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service is entitled to Gratuity on
terms not less favorable than the provisions of The Payment of Gratuity
Act, 1972. The scheme is funded.

The Company also has a long term employee benefit plan towards leave.
Every employee is entitled to cash equivalent of unutilized leave
balance at the time of retirement/resignation. The scheme is unfunded.

Notes:

a. The estimates of future salary increase considered in actuarial
valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
b.The leave liabilities are non - funded. Accordingly, information
regarding planned assets are not applicable.

7. The Company has operating leases for office and other premises that
are renewable on a periodic basis and are cancelable by giving a notice
period ranging from one month to three months. The amount of rent
expenses included in statement of profit and loss towards operating
Leases aggregate to Rs. 189.29 lacs (Rs. 198.34 lacs).

8. Pursuant to the clarification issued by the Ministry of Corporate
Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para
46A of the notification number G.S.R.914(E) dated 29th December, 2011
on Accounting Standard 11 relating to "The Effects of Changes in
Foreign Exchange RatesÂ, the Company has w.e.f. 1st April 2012 added
exchange difference of Rs. 32.23 lacs incurred during the year to the
cost of the fixed assets.

9. Directors'' Remuneration aggregating to Rs. 36.71 lacs paid during
the year to the Managing and Other Whole time directors, is in excess
of the limit specified under Section 198 of the Companies Act, 1956.
The Company is in the process of making application to the Central
Government for approval of the above remuneration.

10. All assets and liabilities have been classified as current or
non-current as per the company''s normal operating cycle, which is
determined based on the project period in respect of its construction
business and 12 months in respect of its other businesses and other
criteria set out in the schedule VI to the Companies Act, 1956.

11. Previous year''s figures including those given in brackets have been
regrouped / re-arranged wherever considered necessary to confirm to
current year''s classification.

Mar 31, 2012

1. CORPORATE INFORMATION

GPT Infraprojects Limited (the Company) is a listed public company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is primarily engaged in Construction
Activities for Infrastructure projects. Besides, the company is also
engaged in Concrete Sleeper Manufacturing business and Wind Mill Power
Generation.

(a) Terms/rights attached to equity shares

i. The company has only one class of equity shares having par value of
Rs 10/- each. Each holder of equity shares is entitled to one vote per
share. The company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the general meeting.

ii. The amount of per share dividend recognised as distribution to
equity shareholders is Rs 1.50 (Rs 1.25) for the year.

iii. In the event of winding-up of the Company, the equity shareholders
shall be entitled to receive remaining assets of the Company. The
distribution will be in proportion to the number of equity shares held
by the shareholders.

(e) Terms of conversion and rights of CCPS

i. The Company had issued CCPS in earlier years. CCPS carry dividend
in the range of 2%-6%. The company declares and pays dividends in
foreign currency. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the General Meeting. The
CCPS does not carry any voting rights.

ii. Each holder of CCPS can opt to convert its CCPS into equity share
at anytime on or before 18 months from the date of allotment of CCPS.
If the holder exercises its conversion option, the Company will issue
one equity share for each CCPS held. Such equity shares and CCPS are
subject to lock in for one year from the date of allotment of CCPS.

Note:

2.1 Term Loan from bank in indian rupees is secured by first charge on
all present and future goods, movable property including plant and
machinery and other fixed assets, book debts, stock of raw materials,
stores, process/finished stocks and all current assets of the company's
concrete sleeper division at panagarh and personal guarantees of three
directors and two relatives. The loan outstanding as on 31st March 2011
is repayable in 5 equal quarterly installments and carries interest @
8% - 14.50% p.a.

2.2 Term Loans in foreign currency (external commercial borrowing) from
bank is secured by first charge of equipments purchased against such
loans and personal guarantees of three directors and one relative. The
loan is repayable in 8 quarterly equal installments of Rs 63.95 lacs
(USD 1.25 lacs) each after 27 months from the date of disbursement
(commencing February 26, 2013) and carries interest @ Libor (3 months)
plus 3%.

2.3 Term loans in indian rupees from others is secured by first/sole
charge on immovable & movable assets and receivables of wind power unit
of the Company and personal guarantees of three Directors. The
outstanding loan is repayable in 2 installments of Rs 35.00 lacs and Rs
33.00 lacs on 30th June 2012 and 30th September 2012 respectively and
carries interest @ 8% p.a.

2.4 Deferred Payment Credits are secured by first charge of equipments
purchased against such loans and personal guarantees of two Directors.
The outstanding loan amount is repayable in monthly installments and
the amount repayable within one year is Rs 321.28 lacs, between 1 - 2
years is Rs 213.98 lacs and between 2 - 3 year is Rs 201.83 lacs. The
loan carries interest @ 8% - 12% p.a.

Note:

3.1 Cash credit, loan for working capital, packing credit loan and
Foreign Currency Loan are secured by (a) First Hypothecation charge on
current assets of the Company on pari pasu basis under consortium
banking arrangement. (b) First Hypothecation charge on all movable
fixed assets (excluding those assets financed out of term loan/lease
finance from Banks/Financial Institutions) of the Company on pari pasu
basis under consortium banking arrangement. (c) Personal Guarantee of
three promoter directors of the Company and two relatives and (d)
Corporate guarantee and equitable mortgage of land owned by GPT
Developers Limited (formerly Tantia Medical Services Private Limited).
All the charges created in favour of the Lenders for Cash Credit,
Packing Credit Loan and Working Capital facilities rank pari passu
inter se.

3.6 Unsecured loan from bank in indian rupee and foreign currency are
secured by personal guarantee of three promoter directors of the
company. The interest rate and repayment terms are as follows -

a. Unsecured loan in indian rupee from bank carry interest @ 12.50% to
14.50% p.a. and Rs 1,400.00 lacs is repayable within 3 months from the
balance sheet date and Rs 93.33 lacs is repayable on demand

b. Unsecured loan in indian rupee from related party carry interest @
12% p.a. and is repayable on demand.

(b) Further, the Company had given Rs 200.00 Lacs during 2009-10 by way
of interest free loan to M/s. GPT Employees Welfare Trust which would
be recovered from the trust on issue of the aforesaid shares to the
employees in terms of the above Scheme. The trust has refunded Rs 2.50
lacs (Rs 4.00 lacs) to the Company during the year. As per Guidance
Note on Accounting for Employee Share based Payments issued by the
Institute of Chartered Accountants of India, the above loan has been
adjusted to the extent of Rs 20.00 lacs (Rs 20.00 lacs) in equity share
capital and balance Rs 173.50 lacs (Rs 176.00 lacs) in the securities
premium account.

5. SEGMENT INFORMATION

Business segment : The business segments have been identified on the
basis of the activities undertaken by the company. Accordingly, the
Company has identified the following segments:

Concrete Sleepers and Allied : Consists of manufacturing of concrete
sleepers, supply of plant & machinery and components for manufacturing
of concrete sleepers,

Geographical segment : The Company primarily operates in India and
therefore the analysis of geographical segment is demarcated into
Domestic and Overseas operations.

6. Derivative instruments and unhedged foreign currency exposure as on
the balance sheet date are as under :

In view of the announcement made by The Institute of Chartered
Accountants of India (ICAI) on 'Accounting for Derivatives' the Company
has provided for losses amounting to Rs 2.64 lacs (Rs 11.00 lacs) in
respect of outstanding derivative contracts at the balance sheet date
by marking them to market in line with the principles of prudence.

Derivative Instruments/Forward Contracts outstanding as at the balance
sheet date are as follows ;-

The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service is entitled to Gratuity on
terms not less favorable than the provisions of The Payment of Gratuity
Act, 1972. The scheme is funded.

* The Management has relied on the overall actuarial valuation
conducted by the actuary. However, experience adjustments on plan
liabilities and assets are not readily available and hence not
disclosed.

The Company expects to contribute Rs 24.71 lacs (Rs 24.00 lacs) in the
year 2012 - 13.

The overall expected rate of return on assets is determined based on
the market prices prevailing on that date, applicable to the period
over which the obligation is to be settled.

Notes:

a. The estimates of future salary increase considered in actuarial
valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

8. The Company has operating leases for office and other premises
that are renewable on a periodic basis and are cancelable by giving a
notice period ranging from one month to three months. The amount of
rent expenses included in statement of profit and loss towards
operating Leases aggregate to Rs 198.34 lacs (Rs 97.27 lacs).

9. Previous year's figures including those given in brackets have
been regrouped/re-arranged wherever considered necessary to confirm to
current years classifications in terms of note 2(b).

Disputed excise demands under appeal 146 112
The demand, if any, that may arise
out of search and seizure proceedings
initiated Amount not
by Income tax authority ascertainable -

b) Further, the Company has given Rs. 20,000 thousands by way of
interest free loan to the GPT Employees Welfare Trust which would be
recovered from the trust on issue of the aforesaid shares to the
employees in terms of the above Scheme. As per Guidance Note on
Accounting for Employee Share based Payments issued by ICAI, the above
loan has been adjusted to the extent of Rs.2,000 thousands in equity
share capital and balance Rs.18,000 thousands in the share premium
account.

2. During the year, the Company has raised Rs..41,125 thousands by
issue of 1,175,000 equity warrants on preferential basis at a price of
Rs.140 each (Rs.35 paid up till date) convertible into equivalent
number of equity shares of Rs.10 each fully paid up at premium of
Rs.130 each, within 18 months from the date of allotment, i.e., 6th
January 2010.

3. In terms of the shareholders' approval at their meeting held on
29.08.2009, the Company has paid remuneration of Rs. 2,508 thousands to
two relatives of the directors who are in employment with the Company.
The Company has made application to the central government for approval
towards the above remuneration under section 314 of the Companies Act,
1956. Pending approval of the Company's application, such remuneration
has been charged to the profit & loss account.

4. Consumption of stores and spares include Rs. 19,420 thousand being
the amounts written off in respect of steel shutterings at various
sites.

5. Segment information

Business segment : The business segments have been identified on the
basis of the activities undertaken by the Company.

- Includes profit of Rs. 216 thousands (Rs. Nil) pertaining to earlier
years and considered as prior period items in the accounts. ** Based
on provisional Balance Sheet as certified and furnished by the
management.

- As the future liability for gratuity and leave encashment is provided
on an actuarial basis for the Company as a whole, the amount pertaining
to the directors is not ascertainable and therefore, not included
above.

6. The Company is in the process of obtaining confirmations with
respect to its debtors, creditors and advances. Adjustments, if any,
arising out of such confirmations will be considered in subsequent
period.

Notes:

a. The estimates of future salary increase considered in actuarial
valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

b. Since the Company has adopted AS-15 (revised) on employees benefits
with effect from 1st April 2007, the disclosures as mentioned in (a)
above are given from the year 2007-08 onwards.

7. Based on the information/documents available with the Company, no
creditor is covered under The Micro, Small and Medium Enterprises
Development Act, 2006. As a result, no interest provision/payments has
been made by the Company towards such creditors, if any, and no
disclosures thereof are made in this accounts.

8. The Company has operating leases for office premises that are
renewable on a periodic basis and are cancelable by giving a notice
period ranging from one month to three months. The amount of rent
expenses included in Profit and Loss Account towards operating Leases
aggregate to Rs. 5,011 thousands, (Rs. 4,288 thousands).

9. Previous year's figures including those given in brackets, have
been regrouped / re-arranged wherever considered necessary. The figures
of previous year were audited by another firm of chartered accountants.

2. Accounting for Taxes as per Accounting Standard (AS-22) issued by
the Institute of Chartered Accountants Of India is followed by the
Company. The Company is having substantial accumulated loss and
unabsorbed depreciation as per tax records, which suggests accounting
of deferred tax assets. Since, there is no certainty of recovery of
such deferred tax asset; the Company has decided not to provide for
deferred tax asset on conservative approach. There is no case of
provision for deferred tax liability either.

3. The method of depreciation in respect of the assets of the
Company''s Wind Power Division has been changed during the year from
Straight Line Method to Written Down Value Method as provided in the
Companies Act, 1956, since inception, consequent to such change
depreciation is over stated by Rs. 13,469,633 which includes Rs.
2,132,516 towards earlier year.

4. Excise Duties recovered are included in the Sale of Products.
Excise Duty paid on dispatches and in respect of Finished Goods lying
at factory premises are shown separately as an item of Operation and
Other Expenses. Excise Duty in respect of Finished Goods lying at
factory premises are included in the valuation of Finished Goods.

5. The exchange fluctuation resulting due to change in the exchange
rate between the transaction date and the date of settlement has been
accounted for in the respective heads of account.

6. In the absence of authenticated disclosures by vendors regarding
S.S.I. status, amounts due to S.S.I. units cannot be disclosed.

7. The Company has recognized its operations in four major following
segments:

a) Concrete Sleepers and Allied : The Company manufactures and markets
Concrete Sleepers for railways, manufacture and supply Plant &
Machinery and Components for manufacture of concrete sleepers either as
stand alone or as a turnkey supply.

b) Civil and Core Infrastructure

c) Wind Power Generation

d) Others include Agricultural Produce and Investment being carried on
by merged entities.

8. An application before the Hon''ble High Court at Kolkata for
amalgamation of (a) GPT Infrastructures Private Limited (b) GPT Agro
Tech Limited (Transferor Companies) and (c) RNT Consultants & Investors
Pvt. Ltd. (in respect of De-merged loan division of the company) with
Tantia Concrete Products Limited (Transferee Company) was disposed off
by the Hon''ble High Court at Kolkata vide its order passed on 18 July
2007 approving the amalgamation. Since the transfer date as per the
Scheme of Amalgamation is 1 April 2006 as per the said order, the
accounts have been consolidated by merging the accounts of Transferor
companies with the accounts of the Transferee company and demerged loan
division on and with effect from 1 April 2006. Disclosures as required
by AS-14 are as below:-

b) Method of accounting used to reflect the amalgamation is as per
AS-14 and generally accepted accounting principles.

c) Gist of particulars of the scheme sanctioned under a statute are as
follows:-

i) The transfer date is 1 April 2006 as per the scheme of
Amalgamation;

ii) All that the (a) property, rights and interest and (b) Liabilities
and duties subject however to all charges, lien, mortgages, if any, of
the De-merged Loan Division of De-merged company and that of transferor
companies is transferred from the said transfer date without further
act or deed to the Transferee Company;

iii) All regulatory permissions, licenses or approvals or consents,
contracts, deeds, bonds, agreements and other documents and instruments
of whatsoever nature relating to De-merged Loan Division of De-merged
company and that of transferor companies immediately before the
amalgamation shall remain in full force and effect against or in favour
of the Transferee company;

iv) All proceedings and/or suits and/or appeals now pending by or
against concerning or relating to the De-merged Loan Division of
De-merged company and that of transferor companies be continued by or
against the Transferee Company;

v) The Transferee Company shall without further application issue and
allot to the shareholders of the Transferor Companies and De-merged
company such number of shares as per scheme of amalgamation ranking
pari-passu with the existing equity shares of the transferee company
and shall apply to the concerned stock exchange for listing of such
shares;

vi) Leave is granted to Transferee Company to apply for the dissolution
without winding of the said Transferor Companies after filing of the
report by the official liquidator.

d) Consideration for amalgamation and description of the consideration
paid or contingently payable :

i) Against 21 Equity share of Rs. 10 each fully paid up of GPT
Infrastructures Pvt. Ltd., 10 Equity shares of Rs. 10 each fully paid
up of Transferee Company shall be allotted.

ii) Against 13 Equity shares of Rs. 10 each fully paid up of GPT Agro
Tech Ltd., 2 Equity share of Rs. 10 each fully paid up of transferee
company shall be allotted.

iii) Against 10 Equity shares of Rs. 10 each fully paid up of RNT
Consultants & Investors Pvt. Ltd., 13 Equity share of Rs. 10 each fully
paid up of transferee company shall be allotted.

9. Figures for the previous year have been regrouped / rearranged
wherever found necessary. Figures of the previous year are not
comparable because of merger in the current year under review.